Business plan and structure pg.3
2. Company Background
On April 12, 2004, Para Mas acquired the assets and business operations now belonging to NOW as further described in this prospectus under the business description of NOW. Those business operations represented a business that Mr. Whiting had been developing for five years under other names such as AmeriGroup and Itzyourmall. Since April 12, 2004, Mr. Whiting has put forth diligent effort in his capacity as the CEO of Para Mas to enable the common shares of Para Mas to trade on the over the counter market in the United States so that the common shares held by the shareholders of Para Mas would represent a liquid investment and so Para Mas shareholders could market their shares if they ever so desired. However, a trading market for the Para Mas shares has not developed to date. On or about December 1, 2006, Para Mas sold its assets and business operations to NOW, a corporation in which Mr. Whiting is the majority shareholder. The purpose for the sale is that Mr. Whiting believes there is a better opportunity for NOW to obtain a trading market for its common shares than for Para Mas to obtain a trading market for its common shares. The sale price for the assets was $10,000,000. This amount was Mr. Whiting’s good faith estimate of the value of thoseassets based upon his believe in the value of the assets and the future earning capacity of those assets. NOW gave Para Mas its note for $10,000,000 as consideration for the assets.
Mr. Whiting has been the primary developer of our business since its inception in 1999. He is an entrepreneur having both a legal and a management background. Mr. Whiting graduated from BYU Law School with a Master in Public Administration in 1988. Mr. Whiting served as Associate Legislative Counsel from 1988 to 1990. As Associate Legislative Counsel, Mr. Whiting assisted the Utah State Legislature in legal research and in drafting language for roposed bills during the legislative sessions. He also served as counsel to the Administrative Rules Review Committee which met when the Legislature was not in session. The Administrative Rules Review Committee was a Legislative oversight committee that oversaw the Administrative Rulemaking process for the state of Utah. Mr. Whiting got the idea to create a CD-ROM law disc while serving at the Utah State Legislature, which eventually led to the creation of the NOW loyalty-rewards discount card program. Mr. Whiting’s main duties involved legal research. His research was done without the aid of computer assisted research. When Mr. Whiting approached his employer about subscribing to an on-line computer assisted research service, he was told that it was too expensive. It was then that Mr. Whiting decided he would create an affordably priced CD-ROM product. He resigned as Associate Legislative Counsel and formed a scanning company called MobileScan which was his primary business pursuit from 1994 to 1998. He had three objectives: first, he wanted to create a low priced product; second, he wanted to create a product with a better interface and more user friendly to the end-user; and third, he wanted to help drive customers to the users of his product. To achieve the third objective, he created a savings mall where he would advertise attorneys using his CD-ROM product. All that was required was that they needed to offer some sort of a discount on their services. This savings mall was originally called Amerigroupmall.com, but evolved into the NOW concept after several years of selling and analyzing the market. Mr. Whiting also currently has other business pursuits including real estate development and serving as CEO of an internet game development company.
As of September 30th 2013 the debt his been writen off to zero.
2.1 Business Description
We are an independent oil and natural gas development and production company. Our basic business model is to increase shareholder value by finding and developing oil and gas production through the development activities, which include drilling offset oil and gas wells and re-entering oil and gas wells, that have historical oil and gas production or are currently producing oil and gas, and selling the production from these, worked over wells at a profit. To be successful, we must, over time, need to complete our goal of raising sufficient funds to drill offset wells or complete development programs over the next year and then sell the resulting production at a price that is sufficient to cover our operating expenses, administrative costs and interest expense, plus offer us a return on our capital investment.
NATURE OF BUSINESS
The Company is engaged primarily in the acquisition, work-over development, and production of oil and gas properties. Such activities are concentrated in North American onshore, primarily in the United States in the State of Pennsylvania. The Company plans to acquire producing or near producing oil and gas properties that will provide cash flow and an upside for future development. We will be scouting for additional properties in and around Texas, Oklahoma, Pennsylvania, Kansas and in Canada.
OIL AND GAS DEVELOPMENT - WORKOVER PROGRAM
The Company’s development - workover program consists of re-entering or completing a workover on an oil or gas well that has a historical evidence of oil or gas production or that is currently producing oil and gas at a fractional output compared to when the oil and gas wells first came into production. Workover activities include one or more of a variety of remedial operations on a producing well or inactive well to try to increase production. All costs of a workover are capitalized and amortized (depletion) on a per-unit of barrel equivalent of production.
Our common stock is quoted on the OTC Markets ("OTCBB") under the symbol "NWPN." The shares of our common stock which maybe registered are being offering for sale by the Selling Stockholder at prices established on the OTCBB during the term of this offering. On September 30th , 2013, the closing bid price of our common stock was $0.045 per share on the OTC Pink Sheets. These prices will fluctuate based on the demand for our common stock.
2.2 Company History
ASSET PURCHASE:
On December 1, 2006 the company purchased 100% of the business operating assets of Para Mas Internet, Inc., (Para Mas) a Nevada corporation in exchange for a $10,000,000 promissory note.
The Company has recorded the assets purchased in excess of the note as contributed capital. A summary of the calculated value the company placed on the purchased assets and a detailed description of the methodology used in their valuation follows: Office Supplies $ 2,444 Furniture and Equipment 87,273 Web-Site Development 531,624 Co-Branders 351,560 Listers 6,650,000 Member List 367,720 Territories 2,336,717Total $10,327,338.
Common Stock
The Company is authorized to issue 1,250,000,000 shares of common stock, par value $0.001 and on December 31, 2006 prior to its reorganization on July 31, 2006 had 354,360 shares issued and outstanding. On July 31, 2006, the Eight Judicial District Court of Clark County, Nevada appointed a custodian and directed that 200,000,000 shares be issued as controlling interest. On November 21, 2006 the Company executed a 1:1000 reverse stock split in anticipation of its sale. All share amounts herein are adjusted to give effect to the stock split. On December 7, 2006 the Company issued 300,000,000 common shares to its founder on a promissory note and accordingly recorded as a subscription receivable of $300,000. On December 18, 2006 the Company issued 5,000,000 common shares in a 504 offering for a subscription receivable of $1,000,000.
2.3 Current Position and Business Objectives
The Company plans to acquire producing or near producing leaseholds that will provide cash flow and an upside for future development. However, it is unlikely that we will be able to exploit these leaseholds without a significant capital infusion.
The Company may acquire the leaseholds in consideration for cash or shares of the company or a combination of cash and shares of the Company and may include an Overriding Royalty. Typical Overriding Royalty’s range from 2.5% to as much as 25% depending upon the current production on the leaseholds and the potential for Oil and Gas production.
A typical leasehold grants the Company the exclusive right to explore the land (“Property”) covered by the Oil and Gas Lease by geophysical and other methods, and to operate same for and produce there from all naturally-occurring oil, gas, casing-head gas or gasoline, gas condensate and/or all other liquid or gaseous hydrocarbons and other marketable or non-marketable substances produced therewith ("Oil and Gas"); and the exclusive right to inject gas, water, brine and other fluids into subsurface strata; and rights of way and easements for laying pipelines, telephone, telegraph and power lines, and the right to erect or install power stations, compressor stations, roadways, storage tanks or other storage facilities, separators and any fixtures and other structures thereon for producing, treating, processing, maintaining, storing and caring for the oil and gas; and oil and gas from other properties and any and all other rights and privileges necessary, incident to, or convenient for the economical operation of the Property and other lands for the production of Oil and Gas, and the injecting of gas, water, brine and other fluids into subsurface strata.
The Company may, at any time and from time-to-time pool all or part of the Property with other properties to create one or more drilling units. The production of Oil or Gas from such a pooled unit is generally treated as though the production occurred from a well on the Property, except the Lessor shall be entitled to royalty only on its pro-rata share of such production.
It is intended that the leasehold also include all lands and interests of the Lessor, which are contiguous to or in the vicinity of the Property.
Usually the leasehold will remain in force for a term of one year from the date executed and for as long thereafter as Oil and/or Gas is produced from the Property, or as long as operations for drilling are continued or as long as operations are continued for injection of gas, water, brine and other fluids into subsurface strata.
When a well is worked over or offset well drilled, an access road is constructed to the well site or upgraded. This results in surface damages that the surface owner is compensated for the loss of property. Timber may also be cut down during construction, the Company may cut and stack the timber at a location convenient for the surface owner to sell or a value may be assessed on the timber and the surface owner compensated.
A rework well or producing well requires maintenance by a company representative sometimes referred to as a “pumper” to insure the well(s) produce at their capacity and to monitor production. As per the terms of the lease, a gate may be installed by the well Operator to prohibit access to the Property by unauthorized personnel. The gate is typically locked and a key may be provided to the landowner. The well may require periodic maintenance by a service rig during the life of the well. Surface equipment includes a wellhead, gas meter, storage tank (for oil wells), separator, and pipeline. Lease is held-by-production during the life of the well(s).
MISSION STATEMENT
·To become a leader in providing energy, through acquisition and diversification.
·To acquire working interest positions and mineral rights leases for the purposes of oil and gas development and production using new technologies, advanced drilling and completion methods and invest in known, producing properties and surrounding areas.
·To be aggressive in gaining interest positions in leases and existing producing properties that will produce desirable returns, utilize leading technologies, utilize methods to maximize exploration and production results while providing Return On Investment.
2.4 Ownership
THE COMPANY CONSISITS OF:
Shares Issued and oustanding: 305,554,735 513 shareholders
Management, Insiders: 219,271,735 25 shareholders
Restricted Shares: 300,554,000
Free trading shares on the street (Tradable) 5,000,000
On April 12, 2004, Para Mas acquired the assets and business operations now belonging to NOW as further described in this prospectus under the business description of NOW. Those business operations represented a business that Mr. Whiting had been developing for five years under other names such as AmeriGroup and Itzyourmall. Since April 12, 2004, Mr. Whiting has put forth diligent effort in his capacity as the CEO of Para Mas to enable the common shares of Para Mas to trade on the over the counter market in the United States so that the common shares held by the shareholders of Para Mas would represent a liquid investment and so Para Mas shareholders could market their shares if they ever so desired. However, a trading market for the Para Mas shares has not developed to date. On or about December 1, 2006, Para Mas sold its assets and business operations to NOW, a corporation in which Mr. Whiting is the majority shareholder. The purpose for the sale is that Mr. Whiting believes there is a better opportunity for NOW to obtain a trading market for its common shares than for Para Mas to obtain a trading market for its common shares. The sale price for the assets was $10,000,000. This amount was Mr. Whiting’s good faith estimate of the value of thoseassets based upon his believe in the value of the assets and the future earning capacity of those assets. NOW gave Para Mas its note for $10,000,000 as consideration for the assets.
Mr. Whiting has been the primary developer of our business since its inception in 1999. He is an entrepreneur having both a legal and a management background. Mr. Whiting graduated from BYU Law School with a Master in Public Administration in 1988. Mr. Whiting served as Associate Legislative Counsel from 1988 to 1990. As Associate Legislative Counsel, Mr. Whiting assisted the Utah State Legislature in legal research and in drafting language for roposed bills during the legislative sessions. He also served as counsel to the Administrative Rules Review Committee which met when the Legislature was not in session. The Administrative Rules Review Committee was a Legislative oversight committee that oversaw the Administrative Rulemaking process for the state of Utah. Mr. Whiting got the idea to create a CD-ROM law disc while serving at the Utah State Legislature, which eventually led to the creation of the NOW loyalty-rewards discount card program. Mr. Whiting’s main duties involved legal research. His research was done without the aid of computer assisted research. When Mr. Whiting approached his employer about subscribing to an on-line computer assisted research service, he was told that it was too expensive. It was then that Mr. Whiting decided he would create an affordably priced CD-ROM product. He resigned as Associate Legislative Counsel and formed a scanning company called MobileScan which was his primary business pursuit from 1994 to 1998. He had three objectives: first, he wanted to create a low priced product; second, he wanted to create a product with a better interface and more user friendly to the end-user; and third, he wanted to help drive customers to the users of his product. To achieve the third objective, he created a savings mall where he would advertise attorneys using his CD-ROM product. All that was required was that they needed to offer some sort of a discount on their services. This savings mall was originally called Amerigroupmall.com, but evolved into the NOW concept after several years of selling and analyzing the market. Mr. Whiting also currently has other business pursuits including real estate development and serving as CEO of an internet game development company.
As of September 30th 2013 the debt his been writen off to zero.
2.1 Business Description
We are an independent oil and natural gas development and production company. Our basic business model is to increase shareholder value by finding and developing oil and gas production through the development activities, which include drilling offset oil and gas wells and re-entering oil and gas wells, that have historical oil and gas production or are currently producing oil and gas, and selling the production from these, worked over wells at a profit. To be successful, we must, over time, need to complete our goal of raising sufficient funds to drill offset wells or complete development programs over the next year and then sell the resulting production at a price that is sufficient to cover our operating expenses, administrative costs and interest expense, plus offer us a return on our capital investment.
NATURE OF BUSINESS
The Company is engaged primarily in the acquisition, work-over development, and production of oil and gas properties. Such activities are concentrated in North American onshore, primarily in the United States in the State of Pennsylvania. The Company plans to acquire producing or near producing oil and gas properties that will provide cash flow and an upside for future development. We will be scouting for additional properties in and around Texas, Oklahoma, Pennsylvania, Kansas and in Canada.
OIL AND GAS DEVELOPMENT - WORKOVER PROGRAM
The Company’s development - workover program consists of re-entering or completing a workover on an oil or gas well that has a historical evidence of oil or gas production or that is currently producing oil and gas at a fractional output compared to when the oil and gas wells first came into production. Workover activities include one or more of a variety of remedial operations on a producing well or inactive well to try to increase production. All costs of a workover are capitalized and amortized (depletion) on a per-unit of barrel equivalent of production.
Our common stock is quoted on the OTC Markets ("OTCBB") under the symbol "NWPN." The shares of our common stock which maybe registered are being offering for sale by the Selling Stockholder at prices established on the OTCBB during the term of this offering. On September 30th , 2013, the closing bid price of our common stock was $0.045 per share on the OTC Pink Sheets. These prices will fluctuate based on the demand for our common stock.
2.2 Company History
ASSET PURCHASE:
On December 1, 2006 the company purchased 100% of the business operating assets of Para Mas Internet, Inc., (Para Mas) a Nevada corporation in exchange for a $10,000,000 promissory note.
The Company has recorded the assets purchased in excess of the note as contributed capital. A summary of the calculated value the company placed on the purchased assets and a detailed description of the methodology used in their valuation follows: Office Supplies $ 2,444 Furniture and Equipment 87,273 Web-Site Development 531,624 Co-Branders 351,560 Listers 6,650,000 Member List 367,720 Territories 2,336,717Total $10,327,338.
Common Stock
The Company is authorized to issue 1,250,000,000 shares of common stock, par value $0.001 and on December 31, 2006 prior to its reorganization on July 31, 2006 had 354,360 shares issued and outstanding. On July 31, 2006, the Eight Judicial District Court of Clark County, Nevada appointed a custodian and directed that 200,000,000 shares be issued as controlling interest. On November 21, 2006 the Company executed a 1:1000 reverse stock split in anticipation of its sale. All share amounts herein are adjusted to give effect to the stock split. On December 7, 2006 the Company issued 300,000,000 common shares to its founder on a promissory note and accordingly recorded as a subscription receivable of $300,000. On December 18, 2006 the Company issued 5,000,000 common shares in a 504 offering for a subscription receivable of $1,000,000.
2.3 Current Position and Business Objectives
The Company plans to acquire producing or near producing leaseholds that will provide cash flow and an upside for future development. However, it is unlikely that we will be able to exploit these leaseholds without a significant capital infusion.
The Company may acquire the leaseholds in consideration for cash or shares of the company or a combination of cash and shares of the Company and may include an Overriding Royalty. Typical Overriding Royalty’s range from 2.5% to as much as 25% depending upon the current production on the leaseholds and the potential for Oil and Gas production.
A typical leasehold grants the Company the exclusive right to explore the land (“Property”) covered by the Oil and Gas Lease by geophysical and other methods, and to operate same for and produce there from all naturally-occurring oil, gas, casing-head gas or gasoline, gas condensate and/or all other liquid or gaseous hydrocarbons and other marketable or non-marketable substances produced therewith ("Oil and Gas"); and the exclusive right to inject gas, water, brine and other fluids into subsurface strata; and rights of way and easements for laying pipelines, telephone, telegraph and power lines, and the right to erect or install power stations, compressor stations, roadways, storage tanks or other storage facilities, separators and any fixtures and other structures thereon for producing, treating, processing, maintaining, storing and caring for the oil and gas; and oil and gas from other properties and any and all other rights and privileges necessary, incident to, or convenient for the economical operation of the Property and other lands for the production of Oil and Gas, and the injecting of gas, water, brine and other fluids into subsurface strata.
The Company may, at any time and from time-to-time pool all or part of the Property with other properties to create one or more drilling units. The production of Oil or Gas from such a pooled unit is generally treated as though the production occurred from a well on the Property, except the Lessor shall be entitled to royalty only on its pro-rata share of such production.
It is intended that the leasehold also include all lands and interests of the Lessor, which are contiguous to or in the vicinity of the Property.
Usually the leasehold will remain in force for a term of one year from the date executed and for as long thereafter as Oil and/or Gas is produced from the Property, or as long as operations for drilling are continued or as long as operations are continued for injection of gas, water, brine and other fluids into subsurface strata.
When a well is worked over or offset well drilled, an access road is constructed to the well site or upgraded. This results in surface damages that the surface owner is compensated for the loss of property. Timber may also be cut down during construction, the Company may cut and stack the timber at a location convenient for the surface owner to sell or a value may be assessed on the timber and the surface owner compensated.
A rework well or producing well requires maintenance by a company representative sometimes referred to as a “pumper” to insure the well(s) produce at their capacity and to monitor production. As per the terms of the lease, a gate may be installed by the well Operator to prohibit access to the Property by unauthorized personnel. The gate is typically locked and a key may be provided to the landowner. The well may require periodic maintenance by a service rig during the life of the well. Surface equipment includes a wellhead, gas meter, storage tank (for oil wells), separator, and pipeline. Lease is held-by-production during the life of the well(s).
MISSION STATEMENT
·To become a leader in providing energy, through acquisition and diversification.
·To acquire working interest positions and mineral rights leases for the purposes of oil and gas development and production using new technologies, advanced drilling and completion methods and invest in known, producing properties and surrounding areas.
·To be aggressive in gaining interest positions in leases and existing producing properties that will produce desirable returns, utilize leading technologies, utilize methods to maximize exploration and production results while providing Return On Investment.
2.4 Ownership
THE COMPANY CONSISITS OF:
Shares Issued and oustanding: 305,554,735 513 shareholders
Management, Insiders: 219,271,735 25 shareholders
Restricted Shares: 300,554,000
Free trading shares on the street (Tradable) 5,000,000